Item 1.01. Entry into a Material Definitive Agreement.





Note Private Placement

On January 26, 2022, Cryptyde, Inc., a Nevada company ("Cryptyde"), a wholly owned subsidiary of Vinco Ventures Inc., a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement (the "Note Securities Purchase Agreement") with an accredited investor (the "Note Investor") for the issuance and sale of a Senior Convertible Note with an initial principal amount of $33,333,333 (the "Note") at a conversion price of $10.00 per share of Cryptyde's common stock, par value $0.001 (the "Common Stock"), a warrant (the "Warrant") to purchase up to 3,333,333 shares of Common Stock with an initial exercise price of $10.00 per share of Common Stock (the "Note Private Placement").

In connection with the Note Private Placement, Cryptyde also entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Note Investor, and will enter into a Security Agreement, a Pledge Agreement and various ancillary certificates, disclosure schedules and exhibits in support thereof prior to the closing of the Purchase Agreement.

The following is a brief summary of each of the Note Securities Purchase Agreement and the Registration Rights Agreement. These summaries are not complete, and are qualified in their entirety by reference to the full text of the agreements that are attached as exhibits to this Current Report on Form 8-K. Readers should review those agreements for a more complete understanding of the terms and conditions associated with this transaction.

Note Securities Purchase Agreement

The Note Securities Purchase Agreement provides for the purchase by the Note Investor and the sale by Cryptyde of the Note and the Warrant (collectively, the "Securities"). The Note Securities Purchase Agreement contains representations and warranties of Cryptyde and the Note Investor that are typical for transactions of this type. The representations and warranties made by Cryptyde in the Note Securities Purchase Agreement are qualified by reference to certain exceptions contained in disclosure schedules delivered to the Note Investor. Accordingly, the representations and warranties contained in the Note Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules and the documentation surrounding the transaction as a whole.

The Note Securities Purchase Agreement will close upon the satisfaction of certain conditions of the Note Investor and Cryptyde that are typical for transactions of this type, as well certain other condition including the following:

? The Company shall have set and publicly announced the record date for the

spin-off of Cryptyde from the Company (the "Spin-Off").

? Cryptyde shall have entered into an agreement to sell Common Stock or

convertible securities generating at least $10,000,000, but no more than

$20,000,000, of net proceeds (the "Additional Issuance").

? Crytyde will secure the listing or designation for quotation (as the case may

be) of all of the Common Stock underlying the Securities (the "Underlying

Common Stock") upon each national securities exchange and automated quotation

system, if any, upon which the Common Stock is then listed or designated for

quotation (as the case may be).






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? Until the earlier of (i) four months after the Common Stock is registered

under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and

(ii) thirty days after certain release conditions in the Note are satisfied,

(the "Trigger Date") Cryptyde will not file a registration statement or an

offering statement under the Securities Act of 1933, as amended, relating to

securities that are not the Underlying Securities or the Additional Issuance.

? With exception of the Additional Issuance and warrants to the Placement Agent

(defined below), until the Trigger Date Cryptyde will not issue, offer, sell,

grant any option or right to purchase, or otherwise dispose of any equity

security or any equity-linked or related security, any convertible securities,

any debt, any preferred stock or any purchase rights ("Subsequent

Placements").

? Cryptyde will reserve for the purpose of issuance at least 200% of the maximum

number of shares of Common Stock issuable upon conversion of (i) the portion

of the Note then outstanding and (ii) the maximum number of Common Stock

issuable upon exercise of the portion of the Warrant then outstanding.

? Until the earlier of (i) the third anniversary of the Spin-Off and (ii) the

one-year anniversary of the Spin-Off if as of such date, all of the cash held

in the Restricted Funds Account (as defined in the Pledge agreement) under the

Note has not been released, Cryptyde will grant the Note Investor certain

rights to participate in any Subsequent Placements.

? So long as any Notes are outstanding, Cryptyde shall not, directly or

indirectly, redeem, or declare or pay any cash dividend or distribution on,

any securities of Cryptyde without the prior express written consent of the


    Note Investor.

The Note Securities Purchase Agreement also obligates Cryptyde to indemnify the Note Investor for certain losses resulting from (1) any misrepresentation or breach of any representation or warranty made by Cryptyde or any subsidiary of Cryptyde, (2) any breach of any obligation of Cryptyde or subsidiary of the Note Securities Purchase Agreement or any agreements and instruments entered into or connection with the Note Securities Purchase Agreement and (3) certain third party claims.

The Note Investor may terminate its obligations under the Note Securities Purchase Agreement if the closing has not occurred by June 30, 2022.

Senior Secured Convertible Note

Cryptyde shall issue the Note upon the Closing. The terms of the Note are summarized below. The Note has the following terms:





Repayment

The Note will have an initial principal amount of $33,333,33 and will be convertible into shares of Common Stock at an initial conversion price of $10.00 per share, subject to adjustment as described below (the "Conversion Price"). The entire outstanding principal balance and any outstanding fees or interest shall be due and payable in full on the third anniversary of the date the note is issued ("Maturity Date"). The Note shall not bear interest, provided, however, that the Note will bear interest at 18% per annum upon the occurrence of an event of default (as described below).

The Maturity Date may be extended at the sole option of the Note Investor for so long as certain events of default is continuing or for so long as an event is continuing that if not cured and with the passage of time would result in an event of default.





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Conversion

The Note will be convertible at the option of the Note Investor into shares of Common Stock at an initial Conversion Price of $10.00 per share, subject to adjustment for stock splits, combinations or similar events. The Note will be convertible immediately upon issuance.

The Note will contain certain limitations on conversion. For example, it . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information required to be disclosed under this Item 2.03 is set forth above under Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities.

On January 26, 2022, Cryptyde entered into the Note Securities Purchase Agreement to issue the Note and the Warrant described in Item 1.01 of this Current Report on Form 8-K in exchange for aggregate gross proceeds of $30,000,000.

On January 26, 2022, Cryptyde entered into the Warrant Securities Purchase Agreement to issue the Equity Investor Warrant and Common Stock described in Item 1.01 of this Current Report on Form 8-K in exchange for aggregate gross proceeds of $12,000,000.

Cryptyde will issue the Placement Agent 773,333 warrants to purchase Common Stock in connection with the Note Private Placement and the Equity Private Placement.

The details of this transactions are described in Item 1.01, which is incorporated in its entirety by this reference into this Item 3.02.

The information required to be disclosed under this Item 3.02 is set forth above under Item 1.01.

The Common Stock, the Note, the Note Investor Warrant, the Equity Investor Warrant, and the warrants issued to the Placement Agent will be issued to accredited investors in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 promulgated by the SEC thereunder.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits.




Exhibit
No.                                        Description
10.1         Note Securities Purchase Agreement
10.2         Form of Note Investor Warrant
10.3         Registration Rights Agreement
10.4         Form of Note to be issued to Note Investor
10.5         Form of Pledge Agreement
10.6         Equity Securities Purchase Agreement
10.7         Form of Warrant to be issued to Equity Investor
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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